Common use of Junior Lien Intercreditor Agreement Clause in Contracts

Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as “Priority Lien Representative” (as such term is defined in the Junior Lien Intercreditor Agreement) on behalf of such Holders as “Priority Lien Secured Parties” (as such term is defined in the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note Documents.

Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as [“Priority Lien Representative” (as such term is defined in the Junior Lien Intercreditor Agreement) )] on behalf of such Holders as [“Priority Lien Secured Parties” (as such term is defined in the Junior Lien Intercreditor Agreement)]. In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note Documents.

Junior Lien Intercreditor Agreement. If a Junior Notwithstanding anything to the contrary herein (i) the terms of this Agreement, the Security Interests created hereby, and the rights of the Trustee and the Holders hereunder, are subject to the terms of the Intercreditor Agreement, (ii) the Liens created hereunder are subordinate and junior in all respects to the First Lien to the extent and in the manner set forth in the Intercreditor Agreement is entered intoand (iii) the exercise of all rights and remedies by the Trustee pursuant to this Agreement or otherwise in respect of the Collateral, and the application of any proceeds of any of the Collateral, are subject to and shall be governed by the terms and conditions of the Intercreditor Agreement. In the event of any inconsistency between the provisions of this Article 12 Agreement and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement shall control. In furtherance of the foregoing, at any time before all obligations under the Senior Credit Agreement have been paid in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, (a) the Pledgor shall not be required to separately comply with its obligations under this Agreement to the extent the Pledgor shall be in compliance with or have otherwise satisfied its corresponding obligations under the Senior Pledge Agreement (as defined in the Intercreditor Agreement); compliance with such corresponding obligation under the Senior Pledge Agreement shall be deemed to be compliance with such corresponding obligation under this Agreement, and (b) authorizes and instructs to the Collateral Agent on behalf of each Holder to enter into extent the Junior Lien Intercreditor Agreement as “Priority First Lien Representative” (as such term is defined in 's rights under the Junior Lien Intercreditor Agreement) on behalf of such Holders as “Priority Lien Secured Parties” (as such term is defined in the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Junior Lien Intercreditor Senior Pledge Agreement in accordance with its terms conflict with the consent Trustee's rights under this Agreement or are the subject of corresponding rights under this Agreement (i.e., performance of the parties thereto or otherwise Pledgor's covenants, application of proceeds and collection of Collateral), the First Lien Representative's rights under the Senior Pledge Agreement shall control, and in accordance with its termseither case, without no default shall exist hereunder as a result of the consent of any Holder Pledgor's failure to perform such obligations or the Trustee, 's inability to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding exercise such Indebtedness thereto and to establish that the Lien on any Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Debt then outstanding to the extent permitted by rights under this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note DocumentsAgreement.

Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 11 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as “Priority Lien Representative” (as such term is defined in the Junior Lien Intercreditor Agreement) on behalf of such Holders as “Priority Lien Secured Parties” (as such term is defined in the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note Documents.

Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as “Priority Lien Representative” (as such term is defined in the Junior Lien Intercreditor Agreement) on behalf of such Holders as “Priority Lien Secured Parties” (as such term is defined in the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an 0000-0000-0000 Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note Documents.